Last modified: July 6, 2021
- THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS.
BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS.
YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (i) DO NOT AGREE TO THESE TERMS, (ii) ARE NOT THE OLDER OF (A) AT LEAST 18 YEARS OF AGE OR (B) LEGAL AGE TO FORM A BINDING CONTRACT WITH ASPEN GREEN, OR (iii) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, PRODUCTS OR SERVICES BY APPLICABLE LAW.
These terms and conditions (these “Terms“) apply to the purchase and sale of products and services through aspengreen.com (the “Site“). These Terms are subject to change by ASPEN GREEN (referred to as “us,” “we,” or “our” as the context may require) without prior written notice at any time, in our sole discretion. Any changes to these Terms will be in effect as of the “Last Updated Date” referenced on the Site. You should review these Terms prior to purchasing any product or services that are available through this Site. Your continued use of this Site after the “Last Updated Date” will constitute your acceptance of and agreement to such changes.
- Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, all products and services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered.
- Prices and Payment Terms.
- All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for a product or service will be the price advertised on this Site at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable. The price charged will be clearly stated in your order confirmation email. Price increases will only apply to orders placed after the time of the increase. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your total price, and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
- Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. We accept VISA, MasterCard, American Express, Discover, E-Check, EFT/ACH for all purchases. You represent and warrant that (i) the credit card information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices (subject to (a) above), including shipping and handling charges and all applicable taxes, if any.Should we mutually agree to enter in an invoicing arrangement with you, then the terms of payment are within our sole discretion. Invoices are due and payable within the time stated on your invoice. We may charge a late payment penalty of 1.5% per month on undisputed amounts, or the maximum rate permitted by law, whichever is less. Without waiving any of our other rights or remedies, we may refuse additional orders and suspend any services until all overdue amounts are paid in full.
ASPEN GREEN’s Minimum Advertising Pricing (“MAP”) Policy is necessary to avoid undue competition with the ASPEN GREEN family of products, and to promote healthy competition between ASPEN GREEN and other sellers of like products in the competitive marketplace.
This unilateral policy does not constitute an agreement between you (the wholesaler or retailer) and ASPEN GREEN. Although you remain free to resell ASPEN GREEN products at the price of your choosing, as of January 1, 2020, ASPEN GREEN reserves the right to cancel all orders and indefinitely terminate any supply relationship with a reseller that ASPEN GREEN determines has advertised, offered, or sold ASPEN GREEN products at a net retail sales price that is less than the minimum retail price set and announced by ASPEN GREEN on our website at www.aspengreen.com (the “Minimum Advertised Price“), excluding the exception in the following paragraph. Upon violation of the policy, ASPEN GREEN reserves the right to immediately cease product shipments to the violating reseller. Probationary or suspension periods will not be permitted.
Exception to sell below MAP. Wholesalers and retailers may discount these MAP prices on our website up to 25% from time to time, but not indefinitely. ASPEN GREEN may at any time modify, suspend, or discontinue this policy in whole or in part or specify certain periods during which the policy is inapplicable.
Please direct all questions and concerns to our distribution policy manager at email@example.com.
- Shipments; Delivery; Title and Risk of Loss.
- We will arrange for shipment of the products to you. Please check the individual product page for specific delivery options. You will pay all shipping and handling charges unless otherwise specified in the order confirmation.
- Title and risk of loss pass to you upon our transfer of the products to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.
- Returns and Refunds.In the event that a product shipped to you is damaged or defective such that it fails to comply with the warranty in Section 6(a) below, we will (at our option) either (i) issue you a company credit for your use within one (1) year of the original purchase, such credit to be in the amount of your purchase price for the damaged or defective product(s), less taxes and shipping and handling costs; or (ii) refund your purchase price for the damaged or defective product(s), less taxes and shipping and handling costs. In either case, you will not be eligible to receive any such credit or refund unless you return the damaged or defective product(s) within 30 days of delivery with valid proof of purchase and valid confirmation of the original lot identification number, and provided such products are returned in their original condition. To return products, you must e-mail our Returns Department at firstname.lastname@example.org to obtain a Return Merchandise Authorization (“RMA”) number before shipping your product. No returns of any type will be accepted without an RMA number.You are responsible for all shipping and handling charges on returned items. You bear the risk of loss during shipment. We therefore strongly recommend that you fully insure your return shipment against loss or damage and that you use a carrier that can provide you with proof of delivery for your protection. All returns are subject to a 20% restocking fee.Credits and refunds are processed within approximately five (5) business days of our receipt of your merchandise. If you are issued a refund, it will be credited back to the same payment method used to make the original purchase on the Site. THIS SECTION 5 IS SUBJECT IN ALL RESPECTS TO THE TERMS OF SECTOIN 6 BELOW. ADDITIONALLY, WE OFFER NO CREDITS OR REFUNDS ON ANY PRODUCTS THAT ARE NOT DAMAGED OR DEFECTIVE AS DESCRIBED HEREIN, NOR FOR ANY PRODUCTS DESIGNATED ON THIS SITE AS NON-RETURNABLE.
- Limited Warranty.
- We warrant to you that for a period of 30 days from the date of shipment (“Warranty Period“), the products purchased through the Site will materially conform to our published specifications in effect as of the date of manufacture and be free from material defects in material and workmanship.
- We warrant to you that we shall perform the services purchased through the Site using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet our obligations under these Terms.
- EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 6(a) AND SECTION 6(b), WE MAKE NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS OR SERVICES PURCHASED THROUGH THE SITE, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; OR (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
- Products manufactured by a third party (“Third Party Product“) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the products. Third Party Products are not covered by the warranty in Section 6(a). For the avoidance of doubt, WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (iii) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
- We shall not be liable for a breach of the warranties set forth in Section 6(a) and Section 6(b) unless: (i) you give written notice of the defective products or services, as the case may be, reasonably described, to us within five (5) days of the time when you discover or ought to have discovered the defect; (ii) if applicable, we are given a reasonable opportunity after receiving the notice of breach of the warranty set forth in Section 6(a) to examine such products and you (if we so request) return such products to our place of business at your cost for the examination to take place there; and (iii) we reasonably verify your claim that the products or services are defective.
- We shall not be liable for a breach of the warranty set forth in Section 6(a) or Section 6(b) if: (i) you or your customer makes any further use of such products after you give such notice; (ii) the defect arises because you or your customer failed to follow our oral or written instructions as to the storage, use or care of the products; or (iii) you or your customer alters such products without our prior written consent.
- Subject to Section 6(e) and Section 6(f) above, with respect to any such products during the Warranty Period, we shall, in our sole discretion, either: (i) replace such products (or the defective part) or (ii) credit or refund the amounts paid by you for such products provided that, if we so request, you shall, at your expense, return such products to us.
- Subject to Section 6(e) and Section 6(f) above, with respect to any services subject to a claim under the warranty set forth in Section 6(b), we shall, in our sole discretion, (i) re-perform the applicable services or (ii) credit or refund the amounts paid by you for such services.
- THE REMEDIES SET FORTH IN SECTION 6(g) AND SECTION 6(h) SHALL BE THE YOUR SOLE AND EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN SECTION 6(a) and SECTION 6(b).
- Limitation of Liability.
- IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
- IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU FOR THE RELEVANT PRODUCTS AND SERVICES SOLD THROUGH THE SITE.
- Limited Resale; Goods Not for Export. You represent and warrant that you are buying products or services from the Site for sale by you to retailers, or to customers at retail, and not for other purposes or for export. In no event are You permitted to resell any ASPEN GREEN products or services via the internet, mobile platforms, or other on-line or digital platforms without the prior written permission of ASPEN GREEN. You further represent and warrant that all purchases are intended for final delivery to locations within the US.
- Intellectual Property Use and Ownership. ASPEN GREEN and its licensor(s) and manufacturing partners are and will remain the sole and exclusive owners of all intellectual property rights in and to each product and service made available on this Site and any related specifications, instructions, documentation or other materials, including, but not limited to, all related copyrights, patents, and trademarks and other intellectual property rights. You do not and will not have or acquire any ownership of these intellectual property rights in or to the products or services made available through this Site, or of any intellectual property rights relating to those products or services.
- Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
- Governing Law and Jurisdiction. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Florida.
- Waiver of Jury Trials and Binding Arbitration.
- YOU AND ASPEN GREEN ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
- The arbitration will be administered by the American Arbitration Association (“AAA“) under its Commercial Arbitration Rules and Mediation Procedures (“Commercial Rules“) and the Supplementary Rules for Class Arbitrations. The Federal Arbitration Act will govern the interpretation and enforcement of this section.The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction
- You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR ASPEN GREEN WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.
- Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 14 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
- No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of ASPEN GREEN.
- No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.
- To You. We may provide any notice to you under these Terms by: (i) sending a message to the e-mail address you provide or (ii) posting to the Site. Notices sent by e-mail will be effective when we send the e-mail and notices we provide by posting will be effective upon posting. It is your responsibility to keep your e-mail address current.
- To Us. To give us notice under these Terms, you must contact us as follows: (i) by e-mail transmission to email@example.com; or (ii) by personal delivery, overnight courier or registered or certified mail to ASPEN GREEN at 3700 Quebec St., Suite 100-110, Denver, CO 80207. We may update the facsimile number or address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
- Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.